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The terms and conditions (the “Terms and Conditions”) which follow govern the relationship between you (the “Content Provider”) on the one hand, and ScaleLab, LLC (“ScaleLab”), a California limited liability company, on the other hand, with regard to the YouTube channel(s) broadcast over the internet (collectively, the “Properties”) described in the application (the “Application”) submitted to ScaleLab. By accepting these Terms, you covenant and agree to be bound by the Application and the Terms (collectively, the “Agreement”).

In consideration of the mutual agreements and undertakings of the parties set forth herein below, and for good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:

1. Properties/Content. Content Provider represents and warrants that Content Provider exclusively owns and/or has all necessary rights to control the Properties during the Term of this Agreement, as well as all content (both audio and visual) exploited through such Properties (collectively, the “Content”).

2. License. Content Provider hereby grants to ScaleLab the exclusive, worldwide right and license, during the Term hereof, to exploit, manage and monetize (through enabling and selling advertising) the Properties and the Content as part of ScaleLab’s branded YouTube network(s). Without limiting the foregoing, ScaleLab will have the exclusive right throughout the Term hereof to represent, sell and manage all advertising inventory pertaining to the Properties, including but not limited to any advertising sales and/or sponsorship opportunities, inclusion of advertising by advertising networks, use of annotations and related features, and the serving and monitoring of all advertising and/or sponsorship campaigns and programs. Notwithstanding the foregoing, all brand integration with regard to the Properties (i.e. placing a product into a video) shall be non-exclusive and subject to Content Provider’s prior written approval. ScaleLab will collect all revenue generated from the Properties directly (e.g., through Ad Sense, Video Ad Sense, YouTube direct sales, ScaleLab’s direct sales, etc.) (collectively, the “Revenue”), and pay Content Provider its share of such Revenue in accordance with the terms of this Agreement. Content Provider agrees that during the Term hereof, neither Content Provider nor any third party will have the right to sell advertising or sponsorship opportunities or otherwise monetize the Properties or Content in any way other than through ScaleLab without first obtaining ScaleLab’s prior written consent in each instance. Without limiting the foregoing license, Content Provider further grants to ScaleLab any and all rights and licenses reasonably required for ScaleLab to perform and enjoy its rights under this Agreement.

3. Revenue Share and Payment Terms. All Revenue generated hereunder with respect to the Properties and/or Content shall be allocated and paid thirty five percent (35%) to ScaleLab and sixty five percent (65%) to Content Provider, respectively. ScaleLab will pay Content Provider its share of all Revenue due to Content Provider hereunder, if any, on a monthly basis in accordance with the terms of this Agreement, within thirty (30) days after the end of each calendar month; provided that if the money payable is less than one hundred dollars (US$100) in any given month, then ScaleLab need not make payment to Content Provider hereunder until such time as there is an aggregate of at least one hundred dollars (US$100) due and payable to Content Provider hereunder. Notwithstanding anything to the contrary contained herein, ScaleLab may deduct from any and all Revenue otherwise payable to Content Provider hereunder all wire transfer fees, ACH fees, and other reasonable administrative fees (such administrative fees not to exceed 3% of the amount of Revenues payable to Content Provider in any given month) that are charged to ScaleLab in connection with the carrying out of its duties in accordance with this Agreement and/or otherwise incurred by ScaleLab in connection with monetizing the Properties and/or Content hereunder.

4. License to Use Intellectual Property. Content Provider also grants to ScaleLab a non-exclusive, worldwide, royalty-free license to use any trademarks, trade names, trade dress, slogans, designs, copyrights and/or logos that are provided by Content Provider in connection with the Properties and/or the Content in connection with ScaleLab’s performance of its duties hereunder and/or in connection with ScaleLab’s promotional activities.

5. Removal/Modification of Content. On occasion, ScaleLab may request that Content Provider remove certain Content or disable advertising on certain Content if it is deemed unsuitable for advertising purposes or in violation of YouTube terms of use. Such requests will be issued by ScaleLab via email or telephone call and must be handled with expediency by Content Provider. Notwithstanding the foregoing or anything contained herein to the contrary, ScaleLab has the right to terminate this Agreement upon written notice to Content Provider if it is determined by ScaleLab, in ScaleLab’s sole discretion, that Content Provider has uploaded and/or received a ‘strike’ for copyrighted material in violation of YouTube terms of use, and/or for any reason whatsoever.

6. Term of Agreement. This Agreement shall begin on the Effective Date and may be terminated at any time upon thirty (30) days’ prior written notice by either party. Until such time as the Agreement is terminated, if ever, by either party, the Agreement shall remain in full force and effect. The period of time during which this Agreement is in effect is referred to herein as the “Term”.

7. Obligations of Content Provider.

Content Provider’s obligations are as follows:

a) Content Provider shall deliver/upload the Content and associated metadata pursuant to specifications and terms of use provided by YouTube, which are subject to change by YouTube.

b) Content Provider shall not deliver Content Provider Content that infringes on the rights of others.

c) If Content Provider receives a copyright takedown notice from YouTube or any third party, Content Provider shall immediately notify ScaleLab in writing of same. Content Provider’s failure to send such notification may result in suspension from YouTube and the termination of this Agreement.

e) Content Provider shall enable advertising on all Properties and Content unless such enabling of advertising infringes on the rights of others or is otherwise in violation of YouTube terms of use; ScaleLab shall have no obligation to make payments to Content Provider for any Properties that have not been ad-enabled by Content Provider.

f) Content Provider shall not enter into any agreement during the Term that is inconsistent with the terms or spirit of this Agreement.

8. Ownership and Control of Properties. Content Provider shall retain full control and ownership of, and absolute liability for, the Properties, including the creation, procurement, and uploading of all Content and the ongoing management and look and feel of the Properties.

9. Taxes. All payments made in connection with this Agreement are exclusive of taxes imposed by governmental entities of whatever kind and imposed with respect to the transactions for services provided under this Agreement. Each party shall be responsible for any taxes relating to payments it makes or receives under this Agreement.

10. Assignment. ScaleLab shall have the right to assign this Agreement to any party for any reason upon written notice to Content Provider. Content Provider may not assign this Agreement to any party, with the sole exception of an outright sale by Content Provider of Content Provider’s Properties and/or Content. In the event that Content Provider desires to sell its Properties and/or Content, Content Provider must first provide to ScaleLab i) advance written notice of such sale, and ii) any information about the new owner, including but not limited to name, address, payment details and tax information, which ScaleLab may reasonably request in order to fulfill its obligations under this Agreement.

11. Fraud. Content Provider will not, directly or indirectly, authorize or encourage any third party to generate automated, fraudulent or otherwise invalid advertising actions (e.g., “click fraud,” “action fraud” or “impression fraud”). If ScaleLab believes in good faith that Content Provider has violated this Section, ScaleLab may (i) withhold payments to Content Provider until such suspected fraud is resolved and remedied to ScaleLab’s satisfaction, and/or (ii) immediately terminate this Agreement.

12. Nature of Relationship. Nothing herein creates a partnership, joint venture, employer/employee or other relationship between the parties other than that of independently contracting parties. It is acknowledged and understood that ScaleLab reserves the right to reject any Application for any or no reason.

13. Confidentiality. Neither party will disclose the terms hereof to any third party without the other party’s prior written agreement. Further, the parties shall not disclose to any third party any non-public and/or proprietary information disclosed by one party to the other hereunder, and each party shall protect such information from the other with at least the same degree of care used to protect its own confidential information.

14. Representations and Warranties; Indemnity. Content Provider represents and warrants that: (i) Content Provider is at least 18 years of age or has obtained the written consent of Content Provider’s parent or legal guardian to enter into this Agreement (as evidenced below); (ii) Content Provider has the full right, power and authority to enter into and perform this Agreement and grant the rights herein granted without the consent of any third party; (ii) Content Provider exclusively owns and/or controls any and all rights and clearances necessary in connection with this Agreement for the exploitation of the Properties and Content as contemplated herein, free and clear of any liens, encumbrances, other third party interests of any kind, and free of any claims or litigation, whether pending or threatened, (iii) none of the Properties or Content nor any elements thereof infringes the copyright in any other work, or violates the rights to privacy or publicity of any person or entity, nor constitutes a defamation against any person or entity, nor in any other way violate the rights of any person entity; (iv) ScaleLab’s performance of activities contemplated herein will not infringe upon the rights of, or require the consent of, any third party or parties; and (iv) Content Provider will not include in the Properties any Content that violates (a) YouTube’s or ScaleLab’s terms of use or (b) the terms of this Agreement. Content Provider agrees to indemnify, defend and hold ScaleLab and its employees, agents, representatives, principals, managers, members, contractors and affiliates harmless from and against any and all claims, actions, liabilities, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees and costs) arising out of or relating to the inaccuracy, incompleteness or breach of any of Content Provider’s representations, warranties or agreements contained herein.

15. DISCLAIMER; LIMITATIONS ON LIABILITY. EXCEPT FOR THE EXPRESS WARRANTIES MADE HEREIN, THE PARTIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT FOR THE INDEMNITIES SET FORTH HEREIN: (I) NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR PENALTIES ARISING FROM OR RELATED TO THIS AGREEMENT; AND (II) NEITHER PARTY’S AGGREGATE LIABILITY FOR ANY CAUSE OF ACTION ARISING FROM OR RELATED TO THIS AGREEMENT WILL EXCEED $250,000.

16. Arbitration. Any dispute arising hereunder shall be resolved through confidential binding arbitration conducted in Los Angeles County, California, in accordance with and pursuant to the rules and regulations of JAMS. There shall be a single arbitrator mutually selected by the parties (or the parties cannot agree, then mutually selected by arbitrators appointed by each of the parties). The determination of the arbitrator shall be final and binding on the parties, and judgment on the award rendered may be entered in any court having jurisdiction.

17. Governing Law and Jurisdiction. This Agreement is entered into in California and shall be governed by internal laws of the State of California without reference to California choice of law principles. Subject to the mandatory binding arbitration provisions set forth above, only the California courts (state and federal) shall have jurisdiction over controversies regarding this Agreement, and any proceeding involving such a controversy shall be brought only in those courts, in Los Angeles County, and not elsewhere. Any process in such proceeding may be served by, among other methods, delivering it or mailing it, by registered or certified mail, directed to a party. Any such delivery or mail service shall have the same effect as personal service within the State of California.

18. Limitation of Remedies. No act or omission on the part of ScaleLab shall constitute a breach or default of this Agreement unless Content Provider shall first notify ScaleLab in writing and ScaleLab has not commenced to cure such default within ten (10) business days from its receipt of such written notice. In the event of any such default or breach, Content Provider acknowledges and agrees that it shall be limited to its remedy at law for money damages, if any, actually and proximately caused by such breach, and Content Provider shall not have the right to: (i) terminate or rescind this Agreement or any rights, privileges or benefits granted or licensed hereunder, or (ii) seek injunctive or other equitable relief, or (iii) enjoin or restrain the exhibition, distribution, broadcast, use, advertising, promotion or other exploitation of any of the Properties or Content or any elements thereof or other rights relating thereto.

19. Miscellaneous/Entire Agreement. If any provision hereof shall be held by a court to be invalid or unenforceable, such finding shall not otherwise affect the validity of the other terms of this Agreement. This Agreement contains the parties’ entire agreement, and supersedes any and all prior or contemporaneous agreements between the parties, whether oral or written, with respect to the subject matter hereof.